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necessary to cure all objections which have not been waived by Buyer, and shall be allowed forty -five (45) days after the making of such objections by Buyer or until the closing date, whichever is earlier, to cure such objections and make the title to the Real Estate good and marketable of record in Seller and to obtain and deliver to Buyer appropriate endorsements to the Commitment and an updated survey indicating that such objections have been cured. If Seller does not cure such objections within such period or additional title defects exist as of the closing date, Buyer may either: a. Terminate this Agreement by giving written notice to Seller in which event neither party shall have any further rights or obligations hereunder; or b. Elect to accept the title in its unmarketable condition by giving written notice to Seller, in which event Buyer shall hold back adequate funds from the portion of the Purchase Price payable at the closing to cure the defects and apply said holdback funds for the cost of curing such defects, including attorney's fees, and pay the unexpended balance to Seller. (If the amount of said holdback cannot be mutually agreed to by Seller and Buyer, the Title Company shall determine the amount of said holdback.) 8. CLOSING. The closing on the purchase and sale contemplated by this Agreement (" Closing") shall occur on or before May 1, 2006. Buyer shall specify a date for the Closing ( "Closing Date ") by written notice to Seller. The Closing shall take place at the office of CI Title or at such other place as the parties may agree. Seller agrees to deliver possession of the Real Estate to Buyer on the Closing Date: a. Seller's Closing Documents. On the Closing Date, Seller shall execute and /or deliver to Buyer the following (collectively "Seller's Closing Documents "): 1. Deeds. A Warranty Deed joined by any and all other persons who have an interest in the Real Estate conveying the Real Estate to Buyer free and clear of all encumbrances except easements of record and special assessments and together with an easement for storm water retention purposes on the property described in Paragraph 5 above. 2. Title Policy. The Title Policy, or a suitably marked up Commitment for Title Insurance initiated by Title Company, in the form required by the Commitment as approved by Buyer. 3. Bring -down Certificate. The Bring -down Certificate dated the Closing Date, signed by Seller, certifying that the representations and warranties of Seller contained in this Agreement are true as of the Closing and acknowledging that Seller's warranties survive Closing. 4. Seller's Affidavit. An Affidavit by Seller indicating that on the Closing Date there are no outstanding, unsatisfied judgments, tax liens, or bankruptcies against or involving Seller or the Real Estate: that there has -5-24-